Strike Off vs Dissolution: UK Company Closure Explained

Striking a UK company off the register and dissolving it are not two procedures you choose between.

Strike off is the act, dissolution is the result, and the real alternative is liquidation.

The short answer

Three things to hold on to:

• GOV.UK says getting a company struck off "is also known as 'dissolving' your company".
• There are two strike offs: one the directors ask for, one the registrar starts.
• The second is the one that reaches founders who run a company from abroad.

Strike off, dissolution, liquidation: one ending, two routes

Several pages ranking for this query describe strike off as an administrative step and dissolution as a court process with a liquidator. That is another country's law. In the UK, the Companies Act 2006 links the two words in one sentence:

• The registrar publishes a notice in the Gazette that the name has been struck off.
• "On the publication of the notice in the Gazette the company is dissolved."

So a struck off company is a dissolved company. What differs is how it got there.

Voluntary strike off

The directors apply.

• Form DS01, signed by a majority of directors
• Gazette notice
• 2 months

Compulsory strike off

The registrar starts it.

• Two communications, 14 days to answer each
• Gazette notice
• 2 months

Liquidation

The other route, for a company that does not meet the strike off conditions.

• A procedure of its own, with a professional in charge

All three end in the same place: dissolved. The company no longer exists and whatever it still owns passes to the Crown as bona vacantia.

Liquidation is the third way in. GOV.UK sends a company there when it does not meet the strike off conditions, and the forms you will see named are:

• members' voluntary liquidation
• creditors' voluntary liquidation
• winding up by the court

This article stops at naming them. Each is a procedure of its own, with a professional in charge.

Voluntary strike off: who can apply

An application is not open to every company. GOV.UK lists four conditions, and all four must hold:

• it has not traded or sold off any stock in the last 3 months
• it has not changed its name in the last 3 months
• it is not threatened with liquidation
• it has no agreement with creditors, such as a Company Voluntary Arrangement

Section 1004 of the Act draws the line on what counts as activity during those three months.

The practical reading: you can spend the three months settling bills and closing things down. You cannot spend them taking new orders.

How a voluntary strike off runs

GOV.UK expects the house to be in order before the form goes in:

• tell interested parties and HMRC
• treat employees according to the rules
• deal with the company's assets and accounts

Then the procedure itself.

1. Sign form DS01. A majority of the directors must sign.
2. Pay the fee. It is £13 online and £18 on paper, per the full Companies House fee table. GOV.UK's guidance page quotes £18.
3. Send copies within 7 days. Everyone affected receives a copy of the application.
4. Wait for the Gazette notice. If the form is correct, the request is published.
5. Wait 2 months. With no objection, the company is struck off and a second notice is published.

Two payment details catch people. The fee cannot be paid by a cheque drawn on the company's own account, and the account itself will soon be out of reach.

The 7 day copy goes to:

• members, meaning the shareholders
• creditors
• employees
• managers or trustees of any employee pension fund
• any director who did not sign the form

Skipping that step can lead to a fine and possible prosecution, and a dishonest application is an offence. An objection suspends the strike off, and an application can be withdrawn.

Compulsory strike off: the one that happens to you

Here nobody applies. The registrar acts on a belief that the company is no longer carrying on business, and section 1000 sets the sequence.

The statute does not say what creates that belief. Provider guides point to overdue filings, the confirmation statement first, then the accounts.

• Nothing has to be wrong with the business itself.
• A company that trades but files late can land on this path.
• The second communication is sent only if the first goes unanswered for 14 days.

The cure is routine: the yearly filings that keep a UK company on the register, filed on time. Companies House uses the registered email address for statutory communication, so that inbox and the registered office need a reader.

What the status line on Companies House tells you

Anyone checking a supplier sees this before anything else. The labels below come from the status list Companies House publishes for its own register service. A strike off in progress is not a status of its own: it is a detail added to "Active".

Two reading notes:

• A proposal to strike off does not say which route is running. The cause may be an application or two unanswered communications.
• A dissolved company stays visible. The register keeps its records for 20 years from the date of dissolution.

What dissolution does to the company's money

Section 1012 is short and total. All property and rights vested in the company immediately before dissolution are deemed bona vacantia and belong to the Crown, the Duchy of Lancaster or the Duke of Cornwall.

GOV.UK spells out what that covers:

• bank balances
• payments the company receives in future, for example refunds from HMRC
• every other remaining asset

The bank account goes with it. GOV.UK's wording is that you will lose access, will not be able to send or receive money, and will have to restore the company to get the accounts back.

Empty the company before it is dissolved. Whatever still sits in its name on that day belongs to the Crown, and the bank account stays closed to you until the company is restored.

What survives a dissolution

A strike off ends the company. It does not erase what the people behind it owe. For a strike off on application, section 1003(6) says:

• the liability of every director, managing officer and member "continues and may be enforced as if the company had not been dissolved"
• the court keeps its power to wind up a company that has been struck off

That is why creditors receive a copy of the application and two months to show cause. Strike off is a way to close a company with nothing left in it, not a way to leave debts behind.

Restoring a dissolved company

Nearly every guide says "within six years" and stops. The administrative route, through Companies House, is narrower than that.

Outside that frame, GOV.UK says you need a court order. That covers:

• a company struck off at its directors' own request
• a company that was not carrying on business when it was dissolved
• a company dissolved more than 6 years ago

Administrative restoration

£341form RT01, by cheque to Companies House

Open only when all of these hold.

• Struck off and dissolved by the registrar
• Within the last 6 years
• Carrying on business at the time of dissolution
• Applicant is a former director or member

Court order

Needed in every other case.

• Struck off at the directors' own request
• Not carrying on business when dissolved
• Dissolved more than 6 years ago

Note the catch in the third row. The registrar struck the company off believing it was inactive, and the administrative route back is open only if it was in fact active. Provider guides add that missing filings must be brought up to date first.

A founder abroad: which path are you on?

That last row is the dormant company, a separate subject: it stays on the register and still files every year.

To stay off the compulsory path:

1. File the confirmation statement and the accounts on time, even with nothing to report.
2. Have someone read what arrives at the registered office.
3. Monitor the registered email address yourself.
4. Answer any communication from the registrar at once.
5. If you want out, apply yourself, after emptying the company.

The summary